Smoke School, Inc.'s Visible Emission Certification Terms and Conditions
1. Force Majeure
In the event that either party is prevented from completing the performance of its obligations hereunder by an act of God or other occurrence beyond the reasonable control of the parties hereto, then it shall be excused from further performance and undertakings hereunder for such period of time is reasonably necessary after such occurrence to remedy the effects thereof.
Smoke School, Inc. will provide safety training to comply with all applicable Federal, State, and local regulations to employees of Smoke School, Inc. In the event of unsafe work conditions, Smoke School, Inc. reserves the right to decline to work until condition(s) have been corrected and to invoice for associated delays. Client will inform Smoke School, Inc. of site specific safety requirements and warrants that the work site will comply with applicable safety standards. (Pertains to custom events)
3. Partial Invalidity
In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such shall not affect any other provision thereof and this Agreement shall be construed as if such provision had never been contained herein.
No claim or right arising out of a breach of any or all of the terms and conditions appearing on this Agreement can be discharged in part or whole by a waiver, renunciation, or failure to enforce any such right or claim unless Smoke School, Inc. expressly consents in a separate writing, executed by a duly appointed officer of the corporation.
Smoke School, Inc. agrees that any proprietary information provided by Client will not be revealed to third parties. Any ideas, concepts or patentable discoveries made by Smoke School, Inc. in the course of the execution of this Agreement shall become the property of Smoke School, Inc.
6. Governing Law
The validity or construction of the Agreement, as well as the rights and duties of the parties herein under, shall be governed by the laws of the State of Washington. The obligations and undertakings of each of the parties of this Agreement shall be performable at Benton County, Washington though the principal place of business of Smoke School, Inc. is Yakima, WA.
7. Business Relationship
Client agrees not to hire or retain any associates, employees or contractors of Smoke School, Inc. If direct employment either on a permanent or contractual basis, of an associate, employee or contractor of Smoke School, Inc. is desired, the Client agrees to pay Smoke School, Inc. a finder's fee equivalent to 20% of the employee's new annual salary and benefits, or the contract amount (if on a contractual basis), if said person is hired, employed or contracted directly within five (5) years of Smoke School, Inc.'s last project for Client.
Smoke School, Inc., through Visible Emission Certification Services, adheres to all protocols of 40 CFR Part 60, Appendix A, Reference Method 9. Smoke School, Inc. provides training resources in addition to lectures to assure complete access to the information needed. Smoke School, Inc. will provide vigorous legal defense of the ability of our school to meet the requirements of 40 CFR Part 60, Appendix A, Reference Method 9 and applicable state regulations, and to all students whose training might be challenged or not recognized by a particular state program. Our training has never been challenged.
Smoke School, Inc.'s maximum liability under any contract shall not exceed the net contract price or funds received by Smoke School, Inc. and there is no other expressed or implied warranty.
Client agrees to indemnify, defend and hold harmless Smoke School, Inc. and all officers, directors and employees from any claims, causes of action, losses, damages, suits and liability of any kind, including all expenses of litigation, court costs, attorney's fees for damages to any property, or injuries to, or sickness, or death of any person arising from Client's negligence or Client's breach of contract.
9. Sales Taxes/Fees
Engineering, consulting, testing and training services are generally not subject to sales tax. However, rental of equipment is generally subject to sales tax. Client will be responsible for all taxes due even if not invoiced as a separate line item. All fees required to implement this project, of any kind, are payable by the Client. Client is responsible for all permitting, construction or other fees associated with the compliance activities.
In the event a disputed matter cannot be resolved within sixty (60) days of a written notice of dispute, the dispute will be arbitrated pursuant to RCW Chapter 7.04. Arbitration will be binding and judgment upon the award rendered by the arbitrator's may be entered in any court having jurisdiction thereof.
11. Complaint with Codes and Law
Client agrees to provide an environment in which Smoke School, Inc. will be able to comply with all applicable codes, regulations and laws, and will be responsible for any the expense incurred by Smoke School, Inc. to comply, unless otherwise stated in the proposal. Client agrees to hold harmless Smoke School, Inc. for any such violation, regardless of the advice provided by Smoke School, Inc.
Smoke School, Inc. will take reasonable care and precaution in providing its services, but assumes no liability for any damage or injury which may occur to the participant, or to the property and employees of those companies for which private smoke schools are conducted. All warranty and claims must be made during the period covered by the applicable certification.